Exhibit 4.1


CONOLOG CORPORATION 

2008 Stock Incentive Plan

 

ARTICLE I. 

PURPOSE AND ADOPTION OF THE PLAN 

1.1. Purpose. The purpose of the Conolog Corporation 2008 Stock
  Incentive Plan (hereinafter referred to as the “Plan”) is to retain
  directors, executives, employees and selected consultants and reward them for
  making contributions to the success of the Company.  These objectives
  are accomplished by making awards under the Plan thereby providing participants
  with a proprietary interest in the growth and performance of the Company.

 

1.2.
      Adoption and Term. The Plan has been approved by the Board of Directors
      (hereinafter referred to as the “Board”) of Conolog Corporation
      (hereinafter referred to as the “Company”), and is being submitted
      to the Company’s shareholders for approval. Provided that the Plan
      is approved by shareholders holding the required number of shares of the
      Company’s common stock to approve the Plan under Delaware law, it
      shall become effective at the time of such approval.  The Plan shall
      remain in effect until the Plan is terminated by action of the Board or
      all shares of Common Stock reserved for issuance under the Plan have been
      granted.

ARTICLE II.

SHARES 

2.1.
      Number of Shares Issuable. The total number of shares initially
      authorized to be issued under the Plan shall be 800,000 shares of common
      stock of the Company, par value $0.01 per share (“Common Stock”).

ARTICLE III.

PARTICIPATION

3.1.
      Eligible Participants. Participants in the Plan shall be such directors,
      officers, employees and/or consultants of the Company as the Board, in
      its sole discretion, may designate from time to time. The Board’s
      issuance of Common Stock to a participant in any year shall not require
      the Board to designate such person to receive Common Stock in any other
      year. The Board shall consider such factors as it deems pertinent in selecting
      participants and in determining the amount of Common Stock to be issued. 






ARTICLE IV.

MISCELLANEOUS 

4.1 Investment Intent.  All shares granted under the Plan
  are intended to be exempt from registration under the Securities Act of 1933,
  as amended (the “Securities Act”). Unless and until the sale and
  issuance of Common Stock subject to the Plan are registered under the Securities
  Act or shall be exempt pursuant to the rules promulgated thereunder, each grant
  under the Plan shall provide that the purchases or other acquisitions of Stock
  thereunder shall be for investment purposes and not with a view to, or for
  resale in connection with, any distribution thereof. Further, unless the issuance
  and sale of the Common Stock have been registered under the Securities Act,
  each grant shall provide that no shares shall be sold unless and until (i)
  all then applicable requirements of state and federal laws and regulatory agencies
  shall have been fully complied with to the satisfaction of the Company and
  its counsel, and (ii) if requested to do so by the Company, the person who  is
  to receive a grant of Common Stock pursuant to the Plan shall execute and deliver
  to the Company a letter of investment intent and/or such other form related
  to applicable exemptions from registration, all in such form and substance
  as the Company may require. If shares are issued pursuant to the Plan without
  registration under the Securities Act, subsequent registration of such shares
  shall relieve the recipient of a grant of shares of Common Stock pursuant to
  the Plan of any investment restrictions or representations made upon the sale
  of such shares.

4.2   Amendment, Modification, Suspension or Discontinuance of
      the Plan.  The Board may, insofar as permitted by law,
      from time to time, suspend or terminate the Plan or revise or amend it
      in any respect whatsoever, except that without the approval of the shareholders
      of the Company, no such revision or amendment shall (i) increase the number
      of shares subject to the Plan, (ii) materially increase the benefits to
      participants, or (ii) change the class of persons eligible to receive grants
      under the Plan; provided, however, no such action shall alter or impair
      the rights and obligations under any outstanding shares of Common Stock
      which were granted pursuant to the Plan without the written consent of
      the recipients of such shares.  No shares of  Common Stock   may
      be issued while the Plan is suspended or after it is terminated, but the
      rights and obligations under any shares of Common Stock issued while the
      Plan is in effect shall not be impaired by suspension or termination of
the Plan.

4.3  Stock Splits, Stock Dividends combinations or reclassifications.  The
    aggregate number of shares that can be granted will not be adjusted to reflect
splits of the Company’s Common Stock.

4.4  Withholding. The Company shall have
  the right to deduct applicable taxes from any grant of Common Stock an appropriate
    number of shares for payment of taxes required by law or to take such other
    action as may be necessary in the opinion of the Company to satisfy all obligations
    for withholding of such taxes. If Stock is used to satisfy tax withholding,
    such stock shall be valued based on the Fair Market Value when the tax withholding
is required to be made. The Fair 





Market Value shall  mean the fair market
    value of the of the Company’s issued and outstanding common stock s
    determined in good faith by the Board.  


  4.5 Governing Law. The Plan and all determinations made
    and actions taken pursuant hereto, to the extent not otherwise governed by the
    securities laws of the United States, shall be governed by the law of the State
    of Delaware and construed accordingly.